MTC MetalCorp Limited

THIS PRESS RELEASE IS NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES
NOR FOR DISSEMINATION IN THE UNITED STATES.


MetalCorp Limited ("MetalCorp" or the "Company") (TSX VENTURE:MTC) is pleased to
announce a proposed non-brokered private placement of up to 10,000,000
flow-through units (each, a "Flow-Through Unit") at a price of $0.155 per
Flow-Through Unit and up to 2,000,000 non-flow-through units (each, a "Unit") at
a price of $0.125 per Unit for aggregate gross proceeds of up to $1,800,000 (the
"Offering"). Each Flow-Through Unit will be comprised of one flow-through common
share and one-half of one transferable flow-through warrant. Each Unit will be
comprised of one non-flow-through common share and one-half of one transferable
warrant. Each whole flow-through warrant and each whole warrant (each a
"Warrant") will entitle the holder to purchase one non-flow-through common share
at any time for a period of two years, at a price of $0.25 in the first year and
$0.30 during the second year. 


MetalCorp will pay cash finders' fees of up to 6.5% of the aggregate gross
proceeds of the Units and the Flow-Through Units sold by finders and finder's
warrants (each a "Finder's Warrant") equal in number to up to 6.5% of the number
of Units and the Flow-Through Units sold by finders. Each Finder's Warrant will
entitle the holder to purchase one finder's unit comprised of one non-flow
through common share and one-half of one warrant (on the same terms as the
Warrants) at $0.155 per finder's unit. Each finder's unit is comprised of one
non-flow-through common share and one-half of one non-flow-through warrant
exercisable within two years from the closing.


The gross proceeds to MetalCorp from the Flow-Through Units will be used to fund
exploration expenses which qualify as "Canadian Exploration Expenses" (within
the meaning of the Income Tax Act (Canada)) in connection with MetalCorp's
projects in Ontario. Proceeds from the sale of the Units will be used for
general corporate purposes.


All the securities issued pursuant to the Offering will be subject to a four (4)
month hold period. Completion of the private placement is subject to receipt of
all required regulatory and other approvals, including acceptance by the TSX
Venture Exchange.


This press release shall not constitute an offer to sell or solicitation of an
offer to buy the securities in any jurisdiction. The common shares and the
Warrants comprising the Units and the Flow-Through Units or issuable upon
exercise of the Warrants and Finder's Warrants will not be and have not been
registered under the United States Securities Act of 1933 and may not be offered
or sold in the United States absent an applicable exemption from the
registration requirements.


MetalCorp has 62,699,471 common shares outstanding. To find out more about
MetalCorp visit its website at www.metalcorp.ca.


Except for statements of historical fact contained herein, the information in
this press release may constitute "forward-looking information" within the
meaning of Canadian securities law. Other than statements of historical fact,
all statements are "Forward-Looking Statements", including the size and pricing
of the Offering, that involve various known and unknown risks and uncertainties
and other factors, such as market conditions. There can be no assurance that
such statements will prove accurate. Results and future events could differ
materially from those anticipated in such statements. Readers of this press
release are cautioned not to place undue reliance on these "Forward-Looking
Statements". Except as otherwise required by applicable securities statutes or
regulation, MetalCorp expressly disclaims any intent or obligation to update
publicly forward-looking information, whether as a result of new information,
future events or otherwise.

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